-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CyZWpQTGMC+Ub5Jlf6qG1KUcivooxue2dIwMaXleTEH9fa3wwENwiobuN3wArAba a7PdYfqQLUzWoGBvgmo0dw== 0000891618-01-501510.txt : 20010703 0000891618-01-501510.hdr.sgml : 20010703 ACCESSION NUMBER: 0000891618-01-501510 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010702 EFFECTIVENESS DATE: 20010702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLESOFT INC CENTRAL INDEX KEY: 0000875570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 680137069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64424 FILM NUMBER: 1673987 BUSINESS ADDRESS: STREET 1: 4460 HACIENDA DR POST OFFICE BOX 8015 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5102253000 MAIL ADDRESS: STREET 1: 4440 ROSEWOOD DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-3031 S-8 1 f73710s-8.txt FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 2001 REGISTRATION NO. 333-_____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------ PEOPLESOFT, INC. (Exact name of registrant as specified in its charter) DELAWARE 68-0137069 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 4460 HACIENDA DRIVE PLEASANTON, CALIFORNIA 94588 (Address of Principal Executive Offices) (Zip Code) ---------------------- AMENDED AND RESTATED 1989 STOCK PLAN 1992 EMPLOYEE STOCK PURCHASE PLAN 2001 STOCK PLAN (Full title of the Plans) ---------------------- CRAIG CONWAY PRESIDENT AND CHIEF EXECUTIVE OFFICER PEOPLESOFT, INC. 4460 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588 (Name and Address of Agent for Service) (925) 694-3000 (Telephone number, including area code, of agent for service) ---------------------- 2 CALCULATION OF REGISTRATION FEE
===================================================================================================== Proposed Proposed Maximum Maximum Offering Aggregate Amount of Amount to be Price Offering Price Registration Title of Securities to be Registered Registered (1) per Share (2) (2) Fee - ----------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per 14,382,135 shares $ 43.45 $ 624,903,766 $ 156,226 share, to be issued under the Amended and Restated 1989 Employee Stock Plan Common Stock, par value $.01 per 4,314,640 shares $ 43.45 $ 187,471,108 $ 46,868 share, to be issued under the 1992 Employee Stock Purchase Plan Common Stock, par value $.01 per 6,000,000 shares $ 43.45 $ 260,700,000 $ 65,175 share, to be issued under the 2001 Stock Plan - ----------------------------------------------------------------------------------------------------- Total 24,696,775 shares $1,073,074,874 $ 268,269 =====================================================================================================
(1) For the sole purpose of calculating the registration fee, the number of shares to be registered under this Registration Statement is the number of additional shares authorized to be issued under the Amended and Restated 1989 Stock Plan, the 1992 Employee Stock Purchase Plan, and the 2001 Stock Plan. (2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the total registration fee. Computation based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on June 26, 2001 because the exercise prices for the options to be granted in the future and the prices at which shares will be purchased in the future are not currently determinable. ================================================================================ 3 INTRODUCTION This Registration Statement on Form S-8 is filed by PeopleSoft, Inc., a Delaware corporation (the "Company," "Corporation" or the "Registrant"), relating to 24,696,775 shares of its common stock, par value $0.01 per share (the "Common Stock"), issuable to eligible employees of the Company under the Amended and Restated 1989 Stock Plan, the 1992 Employee Stock Purchase Plan, and the 2001 Stock Plan. PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS Item 1. Plan information Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8. Item 2. Registrant information and employee plan annual information Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference PeopleSoft, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 as filed with the SEC on April 2, 2001 as amended by the Form 10-K/A as filed with the SEC on July 2, 2001. (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 as filed with the SEC on May 15, 2001. (c) The Registrant's Amended and Restated 1989 Stock Option Plan filed with the Registration Statement on Form S-8 as filed with the SEC on September 29, 2000. (d) The Registrant's 1992 Employee Stock Purchase Plan (as amended on January 31, 2000) filed with the Registration Statement on Form S-8 as filed with the SEC on September 29, 2000. (e) The Registrant's 2001 Stock Plan filed with the Registrant's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2001. (f) The description of the Registrant's Common Stock to be offered hereby contained in the Registrant's Registration Statement on Form 8-A dated October 7, 1992, including any amendment or report filed for the purpose of updating such description. (g) The description of the Registrant's Preferred Share Purchase Rights contained in its Registration Statement on Form 8-A/A filed with the Commission on March 25, 1998 including any amendment or report filed for the purpose of updating such description. All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then 4 remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933 (the "1933 Act"). As permitted by the Delaware General Corporation Law, the Company has included in its Certificate of Incorporation a provision to eliminate the personal liability of its directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subject to certain exceptions. In addition, the Bylaws of the Company require it to (i) indemnify the officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise be discretionary, and (ii) advance expenses to the officers and directors as incurred in connection with proceedings against them for which they may be indemnified. The Company has entered into indemnification agreements with its officers and directors containing provisions that are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements may require the Company, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature), to advance expenses incurred as a result of any proceeding against them as to which they may be indemnified, and to obtain directors' and officers' insurance if available on reasonable terms. The Company believes that these charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits
Exhibit Number Exhibit - -------------- ------- 4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statements on Form 8-A which are incorporated herein by reference pursuant to Items 3(f) and (g). 5 Opinion and consent of Counsel as to legality of securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.3 Consent of Counsel is contained in Exhibit 5. 23.4 Consent of Arthur Andersen LLP, Independent Public Accountants. 24 Power of Attorney. Reference is made to page 4 of this Registration Statement.
Item 9. Undertaking A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously 2 5 disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof, and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold upon the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnity provisions incorporated by reference in Item 6, or otherwise, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. 3 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 2nd day of July, 2001. PEOPLESOFT, INC. By: /s/ KEVIN T. PARKER ------------------------------------------ Kevin T. Parker Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of PeopleSoft, Inc., a Delaware corporation, do hereby constitute and appoint Craig Conway, Kevin T. Parker and Anne Jordan, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. 4 7 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ DAVID A. DUFFIELD Chairman of the Board of Directors July 2, 2001 - ----------------------------------- David A. Duffield /s/ ANEEL BHUSRI Vice Chairman of the Board of Directors July 2, 2001 - ----------------------------------- Aneel Bhusri /s/ CRAIG CONWAY President, Chief Executive Officer and July 2, 2001 - ----------------------------------- Director (Principal Executive Officer and Craig Conway Director) /s/ KEVIN T. PARKER Senior Vice President and Chief Financial July 2, 2001 - ----------------------------------- Officer (Principal Financial and Accounting Kevin T. Parker Officer) /s/ A. GEORGE BATTLE Director July 2, 2001 - ----------------------------------- A. George Battle /s/ FRANK J. FANZILLI JR. Director July 2, 2001 - ----------------------------------- Frank J. Fanzilli Jr. /s/ STEVE GOLDBY Director July 2, 2001 - ----------------------------------- Steve Goldby /s/ CYRIL J. YANSOUNI Director July 2, 2001 - ----------------------------------- Cyril J. Yansouni
5 8 EXHIBIT INDEX
Exhibit Number Exhibit - -------------- ------- 4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statements on Form 8-A which are incorporated herein by reference pursuant to Items 3(f) and (g). 5 Opinion and consent of Counsel as to legality of securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.3 Consent of Counsel is contained in Exhibit 5. 23.4 Consent of Arthur Andersen LLP, Independent Public Accountants. 24 Power of Attorney. Reference is made to page 4 of this Registration Statement.
EX-5 2 f73710ex5.txt EXHIBIT 5 1 EXHIBIT 5 July 2, 2001 PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588-3031 Re: PeopleSoft, Inc. Registration statement on Form S-8 Ladies and Gentlemen: At your request, we are rendering this opinion in connection with the proposed issuance (a) pursuant to the 2001 Stock Plan, of up to 6,000,000 shares of common stock, ("Common Stock"), of PeopleSoft, Inc., a Delaware corporation (the "Company"), (b) pursuant to the amended and restated 1989 Stock Plan, of up to 14,382,135 shares of Common Stock of the Company, and (c) pursuant to the 1992 Employee Stock Purchase Plan, of up to 4,314,640 shares of Common Stock of the Company. We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed. Based on such examination, we are of the opinion that (a) the 6,000,000 shares of Common Stock to be issued by the Company pursuant to the 2001 Stock Plan are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the 2001 Stock Plan, will be legally issued, fully paid and nonassessable, (b) the 14,382,135 shares of Common Stock to be issued by the Company pursuant to the 1989 Stock Plan are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the 1989 Stock Plan, will be legally issued, fully paid and nonassessable, and (c) the 4,314,640 shares of Common Stock to be issued by the Company pursuant to the 1992 Employee Stock Purchase Plan are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the 1992 Employee Stock Purchase Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise. Very truly yours, /s/ WILSON SONSINI GOODRICH & ROSATI Professional Corporation EX-23.1 3 f73710ex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 1989 Stock Plan; 1992 Employee Stock Purchase Plan; and 2001 Stock Plan of PeopleSoft Inc., of our report dated February 4, 2000 with respect to the consolidated financial statements of PeopleSoft, Inc. included in its Annual Report (Form 10-K as amended by Form 10-K/A) for the year ended December 31, 2000 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Walnut Creek, California July 2, 2001 EX-23.2 4 f73710ex23-2.txt EXHIBIT 23.2 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Amended and Restated 1989 Stock Option Plan, 1992 Employee Stock Purchase Plan and 2001 Stock Plan, of our report dated January 26, 2001 with respect to the consolidated financial statements of PeopleSoft, Inc. included in the Annual Report on Form 10-K/A for the year ended December 31, 2000. /s/ Arthur Andersen LLP San Jose, California July 2, 2001 EX-23.4 5 f73710ex23-4.txt EX-23.4 1 EXHIBIT 23-4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Amended and Restated 1989 Stock Option Plan, 1992 Employee Stock Purchase Plan and 2001 Stock Plan, of our report dated December 31, 1999 with respect to the consolidated financial statements of The Vantive Corporation for the year ended December 31, 1998 included in the Annual Report on Form 10-K/A for the year ended December 31, 2000. /s/ ARTHUR ANDERSEN LLP San Jose, California July 2, 2001 -----END PRIVACY-ENHANCED MESSAGE-----